Amendment No. 3 to Second Amended and Restated Contract Manufacturing Agreement, dated as of July 8, 2020, by and between the Registrant and Valor Brands LLC, a.k.a. Ontex North America

The definition of Honest IP in the Agreement shall be amended to “the corporate and trade names, logos, trademark(s), service mark(s), back sheet designs, copyrights, and/or other intellectual property independently developed by, owned, or licensed by Honest, including any Product concepts, Product ideas, and/or Product innovations independently developed by Honest.”

The definition of Supplier Technology in the Agreement shall be amended to “any concepts, processes, tools, know-how, inventions (whether or not patentable), tests, materials, information, and/or other intellectual property covering and associated with the Products or manufacture of the Products, that is owned or developed by Supplier or its Affiliates prior to commencing or outside of a business relationship with Honest, or which the Supplier or its Affiliates have acquired a license or other right to use prior to commencing or outside of a business relationship with Honest, or which Supplier or its Affiliates have otherwise independently developed. Supplier Technology shall exclude the Honest IP.”

The first sentence of Section 4.1 shall be deleted and replaced with “Supplier shall exclusively own all right, title and interest in and to its Supplier Technology, and Honest shall exclusively own all right, title and interest in and to its Honest IP; provided, however, that to the extent necessary for Honest to exercise its rights in the sale, marketing and distribution of the Products, Supplier hereby grants Honest a perpetual, fully paid, nonexclusive, royalty-free license to use Supplier’s intellectual property, including without limitation, the Supplier Technology, as applicable and as necessary for Honest to exercise its rights under this Agreement and to market and sell the Products in the ordinary course of its business as contemplated hereunder.”

After the last sentence of Section 4.1, add the following: “It is not the intent of this Agreement to provide for joint developments. If the Parties anticipate any collaborative activities that could result in creation of intellectual property other than Honest IP or Supplier Technology, the Parties shall, before engaging in such collaborative activities, execute a separate written agreement specifying, inter alia, the objective and scope of such collaboration, as well as ownership and treatment of any intellectual property rights resulting therefrom.”

Section 4.2 shall be amended to add the following sentence to the end of the section: “For purposes of clarity, Supplier agrees that (1) Honest IP shall only be used for the manufacturing of Products for Honest or as needed by Supplier to perform its obligations under this Agreement; and (2) Supplier shall not use Honest IP for any other purpose or product without Honest’s written authorization, which can only be provided in a separate agreement signed by the Parties.”

The last sentence of section 5.2(c) shall be amended to the following: “Supplier further represents, warrants and covenants to Honest that Supplier will not, in the course of performing obligations hereunder, infringe or misappropriate, and none of the Products, the Supplier Technology used in the Products, or any element thereof, will infringe or misappropriate, any valid and enforceable intellectual property right of any Person in the Territory.”